DEF 14A of Labcorp Holdings Inc., Apr 10, 2026

DEF 14A of Labcorp Holdings Inc.

Filed Apr 10, 2026 · FY20250001193125-26-150752

Open on EDGAR

  1. Kathryn W. Kyle

    | COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT | 64 | | EXECUTIVE COMPENSATION | 65 | | Summary Compensation Table | 65 | | CEO Pay Ratio | 78 | | PAY VERSUS PERFORMANCE | 79 | | CEO Compensation | 80 | | Average Non-CEO NEO Compensation | 80 | | Financial Performance Measures | 80 | | Charts of CAP and Financial Performance Measures | 81 | | PROPOSAL TWO - Advisory Vote To Approve Executive Compensation | 83 | | Compensation Program and Evolution | 83 | | Pay for Performance | 83 | | Advisory Resolution | 84 | | PROPOSAL THREE - Ratification Of Independent Registered Public Accounting Firm | 85 | | AUDIT COMMITTEE REPORT | 86 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT | 87 | | GENERAL INFORMATION | 88 | | 2026 Annual Meeting of Shareholders | 88 | | Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 21, 2026 | 88 | | Matters Subject to a Vote of the Shareholders | 89 | | Voting Procedures and Solicitation of Proxies | 89 | | Proxy Expenses | 91 | | Results of the 2026 Annual Meeting | 91 | | OTHER MATTERS | 92 | | Shareholder Proposals and Director Nominations for 2027 Annual Meeting | 92 | | Householding | 92 | | Additional Information | 93 | | USE OF NON-GAAP FINANCIAL MEASURES | 94 |

  2. Director Nominees (page 34)

    Director Nominees (page 34)

  3. Director Nominees (page 34)

    | Name & Principal Occupation | | | | | | | | | | | | ADAM H. SCHECHTER Chairman, President, and Chief Executive Officer, Labcorp Holdings Inc. | 61 | 2013 | | | | | | DaVita Inc. | | | KERRII B. ANDERSON Former Chief Executive Officer, Wendy’s International, Inc. | 68 | 2006 | | | | | | Worthington Enterprises, Inc. Abercrombie & Fitch Co. The Sherwin-Williams Company | | | VICTOR BULTO President, Novartis US | 47 | 2025 | | | | | | | | | JEFFREY A. DAVIS Former Chief Financial Officer, Dollar Tree, Inc. | 62 | 2019 | | CHAIR | | | | | | | KIRSTEN M. KLIPHOUSE Former President, Google Cloud Americas | 59 | 2022 | | | | | | Global Payments, Inc. | | | GARHENG KONG, M.D., PH.D Managing Partner, HealthQuest Capital | 50 | 2013 | | | | CHAIR | | Smith & Nephew plc IKS Health Lunit Inc. Xeris Biopharma Holdings, Inc. | | | PETER M. NEUPERT Former Operating Partner, Health Evolution Partners | 70 | 2013 | | | | | | Adaptive Biotechnologies Corporation Fortrea Holdings Inc. | | | RICHELLE P. PARHAM Former President of Global E-Commerce and Business Development, Universal Music Group | 58 | 2016 | | | CHAIR | | | Best Buy Co., Inc. | | | PAUL B. ROTHMAN, M.D. Former Dean of the Medical Faculty for Johns Hopkins University School of Medicine and Former Chief Executive Officer of Johns Hopkins Medicine | 68 | 2023 | | | | | CHAIR | Merck and Co. | | | JOHN H. SAMPSON, M.D., PH.D Vice Chancellor and Dean, University of Colorado Anschutz School of Medicine, President of CU Medicine | 59 | 2026 | | | | | | | | | KATHRYN E. WENGEL Executive Vice President, Chief Technical Operations & Risk Officer, Executive Committee Member, Johnson & Johnson | 60 | 2021 | | | | | | |

  4. Director Nominees (page 34)

    | | Member | | Financial Expert |

  5. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Summary of 2025 Director Compensation The compensation paid by the Company to the directors for 2025, other than Mr. Schechter, is set forth in the table below. Information on compensation for Mr. Schechter is set forth in the “Executive Compensation” section below (page ).

  6. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) | Restricted Stock Unit Awards(2) | All Other Compensation(3) | Total | | KERRII B. ANDERSON | $120,000 | $219,891 | $109 | $340,000 | | VICTOR BULTO | $10,109 | $36,411 | $256 | $46,776 | | JEFFREY A. DAVIS | $145,000 | $219,891 | $109 | $365,000 | | D. GARY GILLILAND, M.D., PH.D. | $120,000 | $219,891 | $109 | $340,000 | | KIRSTEN M. KLIPHOUSE | $120,000 | $219,891 | $109 | $340,000 | | GARHENG KONG, M.D., PH.D. | $185,000 | $219,891 | $109 | $405,000 | | PETER M. NEUPERT | $120,000 | $219,891 | $109 | $340,000 | | RICHELLE P. PARHAM | $140,000 | $219,891 | $109 | $360,000 | | PAUL B. ROTHMAN, M.D. | $140,000 | $219,891 | $109 | $360,000 | | KATHRYN E. WENGEL | $120,000 | $219,891 | $109 | $340,000 |

  7. DIRECTOR COMPENSATION

    (1) Includes annual retainer payments of $120,000 for each director, with the exception of Mr. Bulto who received a prorated annual retainer payment of $10,109 in connection with his appointment to the Board effective December 1, 2025. Also includes committee Chair annual retainer payments of $25,000 to Mr. Davis and $20,000 each to Dr. Kong, Ms. Parham, and Dr. Rothman. Dr. Kong received a retainer payment of $45,000 for serving as Lead Independent Director during 2025. (2) Amounts represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for restricted stock units awarded to each director in 2025. For a discussion of the assumptions made in these valuations, see Notes 1 and 14 to the Company’s audited financial statements included within its 2025 Annual Report. The aggregate number of restricted stock units held by each director as of December 31, 2025, was 897, with the exception of Mr. Bulto who held 136 restricted stock units as of December 31, 2025, due to his appointment to the Board, effective December 1, 2025, and Dr. Gilliland, who held no restricted stock units as of December 31, 2025, due to the accelerated vesting of previously held restricted stock units in connection with his retirement from the Board on December 31, 2025. The aggregate grant date fair value excludes cash paid in lieu of fractional shares, which is reflected in the “All Other Compensation” column. Includes cash paid in lieu of fractional shares in connection with the issuance of restricted stock unit awards or the satisfaction of tax obligations related thereto.

  8. DIRECTOR COMPENSATION

    | | The Board unanimously recommends that shareholders vote “FOR” the election of the following nominees. |

  9. DIRECTOR COMPENSATION

    The full Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated each of Kerrii B. Anderson, Victor Bulto, Jeffrey A. Davis, Kirsten M. Kliphouse, Garheng Kong, Peter M. Neupert, Richelle P. Parham, Paul B. Rothman, John H. Sampson, Adam H. Schechter, and Kathryn E. Wengel for election at the 2026 Annual Meeting to hold office until the next annual meeting of shareholders or until such director’s death, resignation, or removal. All nominees have consented to serve, and the Board does not know of any reason why any nominee would be unable to serve. No director nominee is related to any of our other director nominees or executive officers, and there are no arrangements or understandings between a director and any other person pursuant to which such person was selected as a director nominee. If a nominee becomes unavailable or unable to serve before the 2026 Annual Meeting, the Board can either reduce its size or designate a substitute nominee. If the Board designates a substitute, your proxy will be voted for the substitute nominee. Information about each nominee is included below, including details about the nominee’s qualifications, skills, and experiences that supported the determination by the Nominating and Corporate Governance Committee and the Board that the person should serve as a director of Labcorp. The Board unanimously recommends that shareholders vote “FOR” the election of each of our eleven nominees for director.

  10. DIRECTOR COMPENSATION

    | Adam H. Schechter Chairman, President, and Chief Executive Officer | | | Age: 61 | Director Since: April 2013 |

  11. DIRECTOR COMPENSATION

    Nominees to the Board of Directors

  12. DIRECTOR COMPENSATION

    | Professional Highlights: | Skills | | | Adam H. Schechter has served as a director of the Company since April 2013, President and Chief Executive Officer of the Company since November 2019, and Chairman of the Board since May 2020. Prior to that, Mr. Schechter was President of Global Human Health and an Executive Vice President of Merck & Co., Inc., a pharmaceutical company, from 2010 to 2018, where he was a member of Merck’s executive committee. He served as special advisor to the CEO of Merck from January 2019 to July 2019. Prior to becoming President, Global Human Health, Mr. Schechter served as President, Global Pharmaceutical Business from 2007 to 2010. Mr. Schechter holds a bachelor’s degree in biology from La Salle University and was awarded an honorary Doctor of Humane Letters degree from La Salle University in 2021. Skills and Qualifications: • Global and U.S.-focused leadership roles, while at Merck, spanning sales, marketing, and managed markets, as well as business and product development • Deep knowledge of the pharmaceutical and healthcare industries and extensive experience collaborating with many of the industries’ key stakeholders to achieve patient-focused outcomes • CERT Certificate in Cybersecurity Oversight Current Public Company Board Experience: • DaVita Inc. Other Current Relevant Experience: • Vice Chair of the Board of Directors for the American Clinical Laboratory Association • La Salle University, Board of Trustees Member, Academic Affairs Committee Member and Mission and Identity Committee Member • Corporate Advisory Council for the National Alliance for Hispanic Health • Project HOPE, Board Member • Water.org, Board Member | | | | | Business Strategy | Corporate Finance and M&A | | | | | | | Corporate Governance | Executive Leadership | | | | | | | Healthcare/ Clinical Research | International | | | | | | | Risk Management | Sales and Marketing | | | | | | | Talent Management | Technology/ Cybersecurity |

  13. DIRECTOR COMPENSATION

    | Kerrii B. Anderson Independent Director | | | Age: 68 | Director Since: May 2006 |

  14. DIRECTOR COMPENSATION

    | Professional Highlights | Skills | | | Kerrii B. Anderson has served as a director of the Company since May 2006. Ms. Anderson was Chief Executive Officer of Wendy’s International, Inc., a restaurant operating and franchising company, from April 2006 until September 2008, when the company merged with Triarc. Ms. Anderson served as President and Chief Financial Officer of Wendy’s International from 2000 to 2006. Prior to this position, she was Chief Financial Officer, Senior Vice President of M/I Schottenstein Homes, Inc. from 1987 to 2000. Ms. Anderson holds a Bachelor of Arts in Business Administration from Elon University and a Master of Business Administration from the Fuqua School of Business at Duke University and is a Certified Public Accountant. Skills and Qualifications • Strong record of leadership in operations and strategy • Audit committee financial expert with chief executive officer and chief financial officer experience • Extensive public company board, governance, and audit committee experience • Extensive financial, mergers and acquisitions, international, talent management, corporate governance, and executive compensation experience • CERT Certificate in Cyber-Risk Oversight from the Carnegie Mellon University Software Engineering Institute as part of the National Association of Corporate Directors’ Cyber-Risk Oversight Program Committees: • Audit Committee (Financial Expert) • Nominating and Corporate Governance Committee Current Public Company Board Experience: • Worthington Enterprises, Inc. • Abercrombie & Fitch Co. • The Sherwin-Williams Company Previous Public Company Board Experience: • Chiquita Brands International Inc., Chairwoman • PF Chang’s China Bistro, Inc. Other Current Relevant Experience: • The Columbus Foundation, Chairperson of the Audit Committee • Elon University, Board of Trustees and Audit Committee | | | | | Business Strategy | Corporate Finance and M&A | | | | | | | Corporate Governance | Executive Leadership | | | | | | | International | Risk Management | | | | | | | Sales and Marketing | Talent Management | | | | | | | Technology/ Cybersecurity | |

  15. DIRECTOR COMPENSATION

    | Victor Bulto Independent Director | | | Age: 47 | Director Since: December 2025 |

  16. DIRECTOR COMPENSATION

    | Professional Highlights | Skills | | | Victor Bulto has served as a director of the Company since December 1, 2025, and a member of the Audit Committee since April 2026. Mr. Bulto is President of Novartis US and a member of the Novartis Executive Committee since April 2022. With more than two decades at Novartis, he has held senior roles across major therapeutic areas and several geographies, including President of U.S. Pharmaceuticals, Head of U.S. Alcon Pharmaceuticals, and Head of the Neuroscience Franchise for Region Europe. Mr. Bulto holds a Master’s in Health Economics and Pharmacoeconomics and a Postgraduate Degree in Pharmaceutical Marketing from Universitat Pompeu Fabra. He earned his MBA from ESADE and completed the Advanced Management Program at Harvard Business School. He also holds a Master of Science in Chemical Engineering and a Bachelor of Science in Chemistry from Institut Químic de Sarrià in Spain. Skills and Qualifications • Extensive experience in the healthcare industry • Proven track record of leading large, complex organizations across the U.S. and Europe Committees: • Audit Committee Other Current Relevant Experience: • Biotechnology Innovation Organization, Executive Committee Member | | | | | Business Strategy | Corporate Finance and M&A | | | | | | | Corporate Governance | Executive Leadership | | | | | | | Healthcare/ Clinical Research | International | | | | | | | Risk Management | Sales and Marketing | | | | | | | Talent Management | |

  17. DIRECTOR COMPENSATION

    | Jeffrey A. Davis Independent Director | | | Age: 62 | Director Since: December 2019 |

  18. DIRECTOR COMPENSATION

    | Professional Highlights | Skills | | | Jeffrey A. Davis has served as a director of the Company since December 2019 and Chair of the Audit Committee since June 2023. Mr. Davis previously served as the Chief Financial Officer of Dollar Tree, Inc., a leading operator of discount variety stores, from October 2022 to March 2025. Prior to his time at Dollar Tree, Inc., Mr. Davis served as Chief Financial Officer of Qurate Retail Group, a leading retailer and media conglomerate comprised of eight retail brands including QVC, HSN, and Zulily from October 2018 through August 2022. Prior to Qurate Retail Group, Mr. Davis served as Chief Financial Officer of J. C. Penney Company Inc., a retail company, from July 2017 until September 2018. Prior to joining J. C. Penney, Mr. Davis served as Chief Financial Officer of Darden Restaurants, Inc., a restaurant operator, from July 2015 until March 2016 and Chief Financial Officer of the Walmart U.S. segment of Walmart Inc. from January 2014 to May 2015, and in various other positions of increasing responsibility at Walmart U.S. from 2006 to 2013. Mr. Davis’s experience also includes nine years in senior executive roles at Lakeland Tours LLC and McKesson Corporation. Mr. Davis is a certified public accountant (inactive) and holds a Bachelor of Science in Accounting from the Pennsylvania State University and a Master of Business Administration from the Joseph M. Katz Graduate School of Business at the University of Pittsburgh. Skills and Qualifications • CERT Certificate in Cyber-Risk Oversight from the Carnegie Mellon University Software Engineering Institute as part of the National Association of Corporate Directors’ Cyber-Risk Oversight Program • Extensive executive leadership experience, including financial management and public company leadership experience as a chief financial officer across multiple industries • Extensive experience in operations, finance, capital structure, and mergers and acquisition • Audit committee financial expert with chief financial officer experience • Executive sponsor of diversity initiatives Committees: • Audit Committee (Chair) (Financial Expert) • Quality and Compliance Committee Previous Public Company Board Experience: • Massmart, Inc. | | | | | Business Strategy | Corporate Finance and M&A | | | | | | | Corporate Governance | Executive Leadership | | | | | | | International | Risk Management | | | | | | | Sales and Marketing | Talent Management | | | | | | | Technology/ Cybersecurity | |

  19. DIRECTOR COMPENSATION

    | Kirsten M. Kliphouse Independent Director | | | Age: 59 | Director Since: October 2022 |

  20. DIRECTOR COMPENSATION

    | Professional Highlights | Skills | | | Kirsten M. Kliphouse has served as a director of the Company since October 2022. Ms. Kliphouse previously served as the President of Google Cloud Americas, a position she held from March 2022 to July 2023, where she was responsible for leading and growing the sales, go-to-market, customer engagement, channel, and services organizations. At Google Cloud, she also served as the Global Chair of the Aspiring Leadership Academy and Women@Google Cloud. Prior to her position as President, Ms. Kliphouse served as President of the North American division of Google Cloud from June 2019 to March 2022. Prior to Google Cloud, Ms. Kliphouse was Senior Vice President at Red Hat, Inc., a subsidiary of International Business Machines Corporation, Chief Executive Officer of Yardarm Technologies, a hardware and software solutions company, and founder and Chief Executive Officer of Scaling Ventures, a technology investment and advisory firm. Prior to her position at Yardarm, Ms. Kliphouse spent more than 25 years at Microsoft, Inc., where she was part of the executive leadership team and held numerous executive positions in Enterprise Sales, Original Equipment Manufacturers (OEM), Partner and Channels, and as Corporate Vice President of Customer Support, Success and Professional Services, during which she led more than 10,000 employees globally. Ms. Kliphouse is a recipient of the Founders Award for her superior leadership and contributions to the business. Ms. Kliphouse holds a Bachelor of Science in Computer Information Sciences and Business from Muhlenberg College. Skills and Qualifications • Global cybersecurity incident response and remediation • Executive leadership experience including by delivering operational and financial results Committees: • Audit Committee Current Public Company Board Experience: • Global Payments, Inc. Previous Public Company Board Experience: • Dun & Bradstreet Holdings, Inc. • Vimeo, Inc. | | | | | Business Strategy | Corporate Finance and M&A | | | | | | | Corporate Governance | Executive Leadership | | | | | | | International | Risk Management | | | | | | | Sales and Marketing | Talent Management | | | | | | | Technology/ Cybersecurity | |

  21. DIRECTOR COMPENSATION

    | Garheng Kong, M.D., Ph.D. Vice Chairman, Lead Independent Director | | | Age: 50 | Director Since: December 2013 |

  22. DIRECTOR COMPENSATION

    | Professional Highlights | Skills | | | Garheng Kong has served as a director of the Company since December 2013, Lead Independent Director since June 2023, and Vice Chairman of the Board since December 2025. Dr. Kong also serves as the Chair of the Nominating and Corporate Governance Committee for the Company. Dr. Kong is the managing partner of HealthQuest Capital, a healthcare-focused investment firm, a role he has held since he founded HealthQuest Capital in 2012. He was previously a general partner at Sofinnova Capital, a position he held from 2010 to 2013. Before joining Sofinnova, Dr. Kong was a general partner from 2000 to 2010 at Intersouth Partners, a venture capital firm, where he was a founding investor or board member for various life science ventures, several of which were acquired by large pharmaceutical companies. Prior to his investing career, Dr. Kong was employed by GlaxoSmithKline, McKinsey & Company, and TherOx. Dr. Kong received undergraduate degrees in both Chemical Engineering and Biological Sciences from Stanford, and earned a Doctor of Medicine, and Doctor of Philosophy and Master of Business Administration from Duke University. Skills and Qualifications • Knowledge and experience in both the healthcare and finance fields • Executive leadership experience • Life science-related venture capital experience • Corporate governance expertise through service on public company boards Committees: • Compensation and Human Capital Committee • Nominating and Corporate Governance Committee (Chair) Current Public Company Board Experience: • Smith & Nephew plc • IKS Health (NSE:IKS) • Lunit Inc. (KOSDAQ: 328130) • Xeris Biopharma Holdings, Inc. (formerly Strongbridge Biopharma plc) Previous Public Company Board Experience: • Venus Concept Inc. • Histogenics Corporation • Avedro, Inc. • Melinta Therapeutics, Inc. • Alimera Sciences, Inc. Other Current Relevant Experiences: • Duke University Health System • UT Medicine • Dell Children’s Foundation, Board of Trustees • Austin Healthcare Council | | | | | Business Strategy | Corporate Finance and M&A | | | | | | | Corporate Governance | Executive Leadership | | | | | | | Healthcare/ Clinical Research | Risk Management | | | | | | | Talent Management | |

  23. DIRECTOR COMPENSATION

    | Peter M. Neupert Independent Director | | | Age: 70 | Director Since: January 2013 |

  24. DIRECTOR COMPENSATION

    | Professional Highlights | Skills | | | Peter M. Neupert has served as a director of the Company since January 2013. Mr. Neupert was an Operating Partner at Health Evolution Partners, a health only, middle market private equity firm, from January 2012 until June 2015. Prior to that, Mr. Neupert served as Corporate Vice President of the Microsoft Health Solutions Group from its formation in 2005 to January 2012. In addition, Mr. Neupert was a member of the Institute of Medicine’s Roundtable on Value & Science-Driven Healthcare from 2007 to 2012, a workshop dedicated to transforming the way evidence on clinical effectiveness is generated and used to improve health and healthcare. Mr. Neupert also served on a U.S. President’s Information Technology Advisory Committee, co-chairing the Health Information Technology Subcommittee and helping to drive the “Revolutionizing Health Care Through Information Technology” report, published in June 2004. Mr. Neupert served as the founding President and Chief Executive Officer of drugstore.com from 1998 to 2001 and as Chairman of the board of directors through September 2004. Mr. Neupert holds a Master of Business Administration from the Tuck School of Business at Dartmouth College and a Bachelor of Arts in Philosophy from Colorado College. Skills and Qualifications • Expertise in health information technology, shareholder value creation and leveraging business strategies with technology • Audit committee financial expert with chief executive officer experience • Corporate governance and business strategy expertise • Expertise and experience in cybersecurity matters Committees: • Nominating and Corporate Governance Committee Current Public Company Board Experience: • Adaptive Biotechnologies Corporation, Lead Independent Director • Fortrea Holdings Inc., Chair of the Board of Directors Previous Public Company Board Experience: • NextGen Healthcare, Inc. (formerly Quality Systems, Inc.) • aQuantive.com • drugstore.com, Chairman | | | | | Business Strategy | Corporate Finance and M&A | | | | | | | Corporate Governance | Executive Leadership | | | | | | | Healthcare/ Clinical Research | International | | | | | | | Risk Management | Talent Management | | | | | | | Technology/ Cybersecurity | |

  25. DIRECTOR COMPENSATION

    | Richelle P. Parham Independent Director | | | Age: 58 | Director Since: February 2016 |

  26. DIRECTOR COMPENSATION

    | Professional Highlights | Skills | | | Richelle P. Parham has served as a director of the Company since February 2016 and Chair of the Compensation and Human Capital Committee since June 2023. Ms. Parham previously served as the President of Global E-Commerce and Business Development for Universal Music Group, a music-based entertainment company, a position she held from June 2021 to June 2025. In October 2019, Ms. Parham became a Managing Director of WestRiver Group, which provides integrated capital solutions to the global innovation economy with investments focused on technology, life sciences, energy, and experiential sectors. Previously, she served as a General Partner at Camden Partners, a growth-oriented private equity firm, from October 2016 to October 2019. Prior to Camden Partners, Ms. Parham served as Vice President, Chief Marketing Officer of eBay from November 2010 to March 2015. Ms. Parham was responsible, globally, for the eBay brand strategy and leading all brand and performance marketing, to reach over 180+ million active eBay users, Internet marketing and for customer relationship management. Prior to joining eBay, Ms. Parham served as head of Global Marketing Innovation and Initiatives and head of Global Marketing Services at Visa, Inc. from 2008 to 2010. Her experience also includes 13 years at Digitas, Inc., a leading marketing agency, where she held a variety of senior leadership roles, including senior vice president and general manager of the agency’s Chicago office. Ms. Parham holds Bachelor of Science degrees in Business Administration and Design Arts from Drexel University. Skills and Qualifications • Extensive senior-level executive experience, including in corporate finance, and mergers and acquisitions • More than 20 years of global strategy and marketing experience, as well as expertise in understanding consumers and the consumer decision journey Committees: • Compensation and Human Capital Committee (Chair) • Nominating and Corporate Governance Committee Current Public Company Board Experience: • Best Buy Co., Inc. Previous Public Company Board Experience: • Scripps Network Interactive Inc. • e.l.f. Beauty, Inc. Other Current Relevant Experience: • Drexel University, Board of Trustees Vice Chair | | | | | Business Strategy | Corporate Finance and M&A | | | | | | | Corporate Governance | Executive Leadership | | | | | | | International | Risk Management | | | | | | | Sales and Marketing | Talent Management |

  27. DIRECTOR COMPENSATION

    | Paul B. Rothman, M.D. Independent Director | | | Age: 68 | Director Since: June 2023 |

  28. DIRECTOR COMPENSATION

    | Professional Highlights | Skills | | | Paul B. Rothman has served as a director of the Company and member of the Quality and Compliance Committee since June 2023. He has served as the Chair of the Quality and Compliance Committee since June 2024. Dr. Rothman, a rheumatologist and molecular immunologist, was previously the Dean of the Medical Faculty for Johns Hopkins University School of Medicine and CEO of Johns Hopkins Medicine, during which time he oversaw both the Johns Hopkins Health System and the School of Medicine. Prior to serving at Johns Hopkins, Dr. Rothman held various leadership positions at Columbia University and the University of Iowa. Dr. Rothman holds a Bachelor of Science in Biology from the Massachusetts Institute of Technology and a Doctor of Medicine from Yale University. Skills and Qualifications • Extensive expertise in patient care, science, and medicine relevant to the clinical laboratory business • Operational, management, and executive leadership experience • Deep understanding of the complexity of the U.S. healthcare delivery system and policy development Committees: • Compensation and Human Capital Committee • Quality and Compliance Committee (Chair) Current Public Company Board Experience: • Merck & Co. Previous Public Company Board Experience: • Cancer Genetics, Inc. Other Current Relevant Experience: • King Faisal Specialist Hospital and Research Center in Saudi Arabia, Board of Directors • Member of the American Society for Clinical Investigation (ASCI) • Member of the Association of American Physicians (AAP) • Member of the American Academy of Arts and Sciences (AAA&S) • Member of the National Academy of Medicine (NAM) • Member of the American Association for the Advancement of Sciences (AAAS) | | | | | Business Strategy | Corporate Finance and M&A | | | | | | | Corporate Governance | Executive Leadership | | | | | | | Healthcare/ Clinical Research | International | | | | | | | Risk Management | Talent Management | | | | | | | Technology/ Cybersecurity | |

  29. DIRECTOR COMPENSATION

    | John H. Sampson, M.D., Ph.D. Independent Director | | | Age: 59 | Director Since: February 2026 |

  30. DIRECTOR COMPENSATION

    | Professional Highlights | Skills | | | John H. Sampson has served as a director of the Company and member of the Quality and Compliance Committee since February 2026. Dr. Sampson is a practicing neurosurgeon and the Richard D. Krugman Endowed Chair, Vice Chancellor for Health Affairs, Dean of the University of Colorado Anschutz School of Medicine, and President of CU Medicine. Prior to serving at the University of Colorado, he was Senior Vice President in the Duke University Health System and led the Duke Health Integrated Practice. Dr. Sampson holds a Bachelor of Science degree and a Doctor of Medicine from the University of Manitoba, a Master of Health Science in clinical research from Duke University, as well as Master of Business Administration from Duke University’s Fuqua School of Business. Skills and Qualifications • Extensive experience in the healthcare industry • Scientific expertise in oncology, neuroscience, and immunology • Expertise in supervising cybersecurity matters Committees: • Quality and Compliance Committee Previous Public Company Board Experience: • Medicenna Therapeutics Corp. Other Current Relevant Experience: • Member of the American Society for Clinical Investigation (ASCI) • Member of the Association of American Physicians (AAP) • Member of the National Academy of Medicine (NAM) | | | | | Business Strategy | Executive Leadership | | | | | | | Healthcare/ Clinical Research | Risk Management | | | | | | | Talent Management | Technology/ Cybersecurity |

  31. DIRECTOR COMPENSATION

    | Kathryn E. Wengel Independent Director | | | Age: 60 | Director Since: March 2021 |

  32. DIRECTOR COMPENSATION

    | Professional Highlights | Skills | | | Kathryn E. Wengel has served as a director of the Company since March 2021. Ms. Wengel has served as the Executive Vice President, Chief Technical Operations & Risk Officer of Johnson & Johnson, a leading healthcare company, since January 2023 and as an Executive Committee member and an Executive Officer of Johnson & Johnson since July 2018. Ms. Wengel has significant healthcare, operations, and global business expertise, with more than three decades of experience in leadership positions at Johnson & Johnson in the United States and various locations globally, including as its Worldwide Vice President and then Executive Vice President, Chief Global Supply Chain Officer from March 2014 to December 2022, and its first Chief Quality Officer from April 2010 to March 2014. Ms. Wengel holds a Bachelor of Science in civil engineering and operations research from Princeton University. Skills and Qualifications • Extensive global experience in managing complex supply chains, operations, and quality and compliance • Knowledge and experience in the healthcare field • Executive leadership experience • Long-term experience with corporate sustainability matters • Advocate and sponsor of several key diversity initiatives Committees: • Compensation and Human Capital Committee • Quality and Compliance Committee Other Current Relevant Experiences: • GS1 Global, Management Board member • National Association of Manufacturers, Board of Directors and Executive Committee Member • Advancing Women’s Excellence in Supply Chain Operations Management and Education, Board of Advisors | | | | | Business Strategy | Corporate Finance and M&A | | | | | | | Corporate Governance | Executive Leadership | | | | | | | Healthcare/ Clinical Research | International | | | | | | | Risk Management | Talent Management | | | | | | | Technology/ Cybersecurity | |

  33. DIRECTOR COMPENSATION

    Information regarding each of Labcorp’s current executive officers and their relevant business experience is summarized below. Adam H. Schechter

  34. Compensation Program Overview and Alignment with Company Performance and Shareholder Interests

    Compensation Program Overview and Alignment with Company Performance and Shareholder Interests Labcorp’s executive compensation program is designed to attract, motivate, and retain talented executives in a highly competitive environment. Our executive compensation philosophy is to pay for performance by rewarding the achievement of specific short-term and long-term financial, operational, and strategic goals. We believe our executive compensation program discourages unnecessary risk-taking, aligns executive pay with company and executive performance and the interests of our shareholders, and reflects our strong commitment to results-driven compensation. The CHC Committee considers the Company’s financial and business performance, execution of the Company’s strategic plan, leadership, and operational performance in making compensation decisions. The CHC Committee believes that talent is the key to the daily operating and long-term success of the Company, and has adopted a compensation program to support a pay for performance culture based on: (i) attraction, retention, and motivation of top talent; (ii) pay differentiation based on individual, business unit, and enterprise level results; (iii) compensation packages that are market competitive; (iv) fair, equitable, and compliant pay practices that support internal equity; (v) motivating performance and rewarding results that lead to profitable growth over time; and (vi) support of shareholder interests and returns. In support of the CHC’s Committee’s philosophy, our executives’ compensation structure is: · Focused on performance-based and variable compensation. Performance-based compensation comprises a significant part of total compensation, with the combined percentage of variable and at-risk compensation highest for our CEO; · Long-term performance oriented. Equity-based compensation comprises the largest part of total compensation and vests over a multi-year period to align the long-term interests of executive officers and shareholders; · Sensitive to performance variability. The size and the realizable values of incentive awards provided to executive officers varies significantly with performance achievements; • · Benchmarked to industry peers. Compensation opportunities for executive officers are evaluated against those offered by companies that are in similar industries and are similar in size and scope of operations; and · Designed to recognize varying levels of responsibility. Differences in executive compensation within the Company reflect varying levels of responsibility and/or performance. The CHC Committee has structured our executive compensation program to align compensation with performance using three key elements of compensation: (i) base salary; (ii) annual cash incentive pay; and (iii) long-term incentive (“LTI”) stock awards. The CHC Committee generally seeks to establish total target compensation for these three elements that is competitive in relation to the median market compensation as reflected in data provided by FW Cook, its independent consultant, while continuing to emphasize the variable or at-risk portion of compensation when establishing the mix among these elements. The CHC Committee continues to regularly review its compensation program to drive continued alignment with the Company’s evolving strategic goals and shareholder expectations. Approximately 76% of our CEO’s total target compensation, set by the CHC Committee in February 2025, was performance-based and at-risk and an additional approximately 16% of his total target compensation was variable and based on the performance of the Company’s stock. We believe the significant portion of total compensation delivered in equity tightly aligns our CEO’s performance with the Company’s objectives and shareholder expectations. The charts below show the mix of pay elements included in total compensation opportunities for 2025 for our CEO and an average for our other NEOs. Labcorp seeks to achieve outstanding performance for our shareholders by focusing our executives on adjusted operating income, revenues, adjusted EPS, net orders for our BLS segment, and relative TSR (compared against our peer group). Our compensation program rewards our executives for achieving goals set for these financial metrics, as well as provides them a direct incentive to both preserve and create shareholder value and increase the Company’s stock price. A substantial majority of the executives’ 2025 compensation opportunities were delivered through a mix of variable and performance-based awards and long-term incentive stock awards, including performance-based cash compensation under our Labcorp Bonus Plan (“LBP”), performance shares, non-qualified stock options, and restricted stock units. Together, these elements are designed to align executive compensation with Company performance and shareholder value creation. Incentive compensation is guided by the following principles: executives receive payments only if performance goals are met or exceeded; • payments under the LBP, if any, are based on a mix of (i) Company goals common to all executives; (ii) an environmental, social, and governance (“ESG”) modifier (“ESG Modifier”) based on Company-wide performance on ESG initiatives; and (iii) an individual performance modifier for each executive addressing areas such as leadership and strategic objectives; • by granting performance shares on overlapping cycles, the Company can adjust multi-year performance goals each year, as appropriate; • a significant portion of long-term incentive target value (approximately 60%) is earned only if three-year financial performance goals are met; and • both LBP payouts and the earned number of performance shares are capped at 200% of target. The CHC Committee believes these principles reflect our strong commitment to a results-driven compensation program and the amounts earned in 2025 by our NEOs reflect this approach. Our annual performance in 2025 at the enterprise level was slightly below target. As a result of performance against our goals under the LBP, and after taking into account the ESG Modifier (as further detailed below) and individual performance modifier, the CEO and other NEOs who received an LBP payout solely on enterprise performance received a payout at 95.8% of target. Executives who received performance shares in 2023 received a share payout of 200% of target, reflecting our solid performance for the three-year performance period ending in 2025. Our commitment to paying for performance is demonstrated in the graph below, which shows the total payout of the annual non-equity incentive compensation to the CEO of the Company at the time, for each year from 2021 to 2025. During the period from 2021 through 2025, the Company reported strong growth in revenues, adjusted earnings per share, and stock price, driven in part by organic growth and disciplined acquisitions. (1) Amounts shown reflect adjustments made to performance goals upon completion of the Spin-Off. The graph above shows the cumulative total return assuming an investment of $100 on December 31, 2020, in Common Stock. For the purpose of this graph, the distribution of 100% of the outstanding common stock of Fortrea to our shareholders, pursuant to which Fortrea became an independent company, is treated as a non-taxable cash dividend of $33.11 per share, an amount equal to the opening price of the common stock of Fortrea when it began trading on June 20, 2023, that was deemed reinvested in Common Stock at the closing price on June 20, 2023. The graph also shows our annual incentive plan payout to our CEO at the time. The relationship reflects the Company’s commitment to aligning our annual incentive payouts with performance.

  35. The Role of the Independent Consultant

    The Role of the Independent Consultant FW Cook, the CHC Committee’s independent compensation consultant, plays an integral role in supporting the CHC Committee in the compensation-setting process, and one or more of its representatives typically attends the CHC Committee meetings to serve as a resource for the CHC Committee. FW Cook provides insight and advice related to the Company’s compensation plans and policies, and provides recommendations based on compensation trends and regulatory and compliance developments. To encourage independent review and discussion of executive compensation matters, the CHC Committee and its Chair regularly meet with FW Cook in executive sessions without management present. The CHC Committee has sole authority to retain or replace the independent compensation consultant. To maintain consultant independence, the CHC Committee’s pre-approval is required for all services performed by the independent compensation consultant. The CHC Committee assesses the independence of its consultant annually, considering, among other factors, the independence factors established by the NYSE. Specifically, FW Cook provides no services to the Company or its management other than the services provided to the CHC Committee in its capacity as the CHC Committee’s independent adviser on executive compensation matters. FW Cook affirmed that no member of the consulting team has any business or personal relationship with the CEO or any member of the CHC Committee. FW Cook also affirmed that neither FW Cook nor any member of the consulting team serving the CHC Committee owns any stock of the Company. In addition, the CHC Committee evaluated the work of FW Cook and determined that its work raised no conflict of interest, including under applicable NYSE independence factors. Considering all of these factors, the CHC Committee concluded FW Cook was independent.

  36. Use of Peer Group

    Use of Peer Group In evaluating executive compensation, the CHC Committee considers both absolute performance of the Company, as well as external comparisons relative to an established peer group. The peer group is used as a reference to evaluate market pay levels for certain of our NEOs, understand peer market pay practices, and provide a comparison for the relative TSR component of our performance share awards. Annually, FW Cook prepares a review of competitive total compensation for certain of the Company’s executives versus total compensation for similar positions at our peer group companies. FW Cook also utilizes national general industry and life sciences survey data for executives for whom there is insufficient comparable information in the peer company proxy statements. The combination of the peer group data and survey data are used by the CHC Committee as market data for purposes of assessing the competitiveness of compensation. With input from FW Cook, and recognizing that the Company has limited directly comparable competitors, the comparative peer group is selected by the CHC Committee from public companies in the life science and healthcare industries that are close to the Company in terms of scope of services, have similar business characteristics, have connecting peer relationships (i.e., companies viewing the Company as a peer), and are of a similar size in terms of revenue and market capitalization. Each year, with the support of FW Cook, the CHC Committee reviews the previous year’s peer group to ensure it remains appropriate for benchmarking purposes, and makes adjustments as needed to reflect changes in business strategy and other circumstances (e.g., mergers and acquisitions). In April 2024, as part of its annual review conducted with the assistance of FW Cook, the CHC Committee updated the peer group used for setting 2025 compensation. The CHC Committee removed IQVIA Holdings, as it was no longer aligned with the Company’s operations following the Spin-Off, and added Hologic, Inc. and Tenet Healthcare Corporation, which align well with the Company in terms of revenue, market capitalization, and industry focus. No other changes were made to the peer group at that time. The companies included in the 2025 comparative peer group were: Agilent Technologies, Inc. Baxter International Inc. Becton, Dickinson and Company Incorporated Boston Scientific Corporation Charles River Laboratories Edwards Life Sciences Henry Schein, Inc. Hologic, Inc. Molina Healthcare Quest Diagnostics Incorporated Stryker Corporation Tenet Healthcare Corporation Universal Health Services Viatris Zimmer Biomet Holdings, Inc. In April 2025, as part of its annual review conducted with the assistance of FW Cook, the CHC Committee established the comparative peer group used for setting 2026 compensation. In connection with this review, FW Cook considered, among other factors, merger and acquisition activity among the peers to confirm that the continuing peers remain comparable to the Company in terms of size and business focus. The CHC Committee made no changes to the peer group, concluding that the peer group used for setting 2025 compensation remained appropriately aligned with the Company in terms of revenue, market capitalization, and industry focus.

  37. 2025 Elements of Compensation

    | LABCORP — 2025 EXECUTIVE COMPENSATION STRUCTURE AND ACTIONS | | | | | BASE SALARY | In December 2024, the CHC Committee approved a base salary increase of 11.9% for Dr. Caveney and Mr. Schroeder, in each case effective as of January 5, 2025. In February 2025, the CHC Committee approved base salary increases of 3.4% for Ms. Wang and 3.0% for Ms. Bailey, effective as of June 29, 2025. | | | | ANNUAL CASH INCENTIVE PLAN (LBP) | PERFORMANCE METRICS | | | | | Consolidated Revenues Consolidated Adjusted Operating Income Segment Specific Metrics Subject to modification based on individual performance and Company-wide ESG performance | | Payouts to the CEO and other NEOs under the LBP ranged from 95.8% to 97.1% of target performance. The payout factor for the enterprise pool was 95.8%. | | LONG-TERM INCENTIVE (LTI) | PERCENT OF TARGET LTI | PERFORMANCE METRICS | | | | 60% – Performance Shares | 70% – EPS | Payouts of the 2023-2025 performance share cycle were 200% of Target for the NEOs who received awards in 2023. | | | | 30% – Revenue | | | | | Total Shareholder Return (25% Modifier) | | | | 20% – Restricted Stock Units | Service During Vesting Period | | | | 20% – Non-qualified Stock Options | Service During Vesting Period | |

  38. Base Salary

    Base Salary While the CHC Committee generally targets salary levels of the NEOs at the median of the peer group, it retains the flexibility to adjust individual compensation to take into account variations in the individual’s job experience and responsibilities, including as reviewed and recommended to the CHC Committee by the CEO. Annual changes in base salaries are determined using several factors, including Company performance, the individual’s performance and experience in the role, increases generally provided to our employees, and how specific executive responsibilities compare to other executives within Labcorp, as well as to the most appropriate market reference data provided by FW Cook. In December 2024, the CHC Committee approved base salary increases for Dr. Caveney and Mr. Schroeder as set forth in the table below. The CHC Committee considered, among other things, their leadership and extensive senior management experience at the Company, a desire to align pay more competitively with peer group pay practices given their experience and the recommendations of FW Cook. In February 2025, the CHC Committee approved base salary increases for each of Ms. Wang and Ms. Bailey as set forth in the table below. Increases for Ms. Wang and Ms. Bailey align with increases generally provided to our other executives. No base pay increase was provided to Mr. Schechter as the Committee preferred to increase his incentive opportunity. The table below sets forth the base salary changes for the NEOs during 2025, effective June 29, 2025, unless otherwise noted.

  39. Annual Cash Incentive Pay (LBP)

    Annual Cash Incentive Pay (LBP) The LBP is an enterprise-wide bonus plan that covers the majority of our executives and other management eligible for bonuses, including the NEOs. The LBP is designed to reward participants for achieving annual goals that further the Company’s strategy and create shareholder value. The LBP was originally introduced in 2021 to better (i) support the Company strategy through its strong focus on enterprise-wide performance; (ii) harmonize practices across the enterprise; and (iii) align with the range of performance opportunity observed with peer group and market practice. In 2022, an ESG modifier (as described in more detail below) for Section 16 officers was added to the LBP design. For 2025, the LBP design remained in place without any changes for the NEOs. Bonus awards for NEOs under the LBP are based on three performance factors: • a Business Performance Factor, which is based on Company financial metrics; • the ESG Modifier based on overall Company performance; and • the executive’s Individual Performance Modifier. Each NEO’s Business Performance Factor is based entirely on enterprise financial metrics, or on a combination of enterprise financial and segment financial and operating metrics, depending on the executive’s responsibility. The table below shows the metrics and weightings that determine the Business Performance Factor for each NEO.

  40. Annual Cash Incentive Pay (LBP)

    | Metrics | Enterprise Group | Diagnostics Segment Group | Biopharma Laboratory Services Segment Group | | | Executives | ADAM H. SCHECHTER JULIA A. WANG | MARK S. SCHROEDER | MEGAN D. BAILEY | BRIAN J. CAVENEY | | Consolidated Revenues | 50% | 25% | 25% | 35% | | Consolidated Adjusted Operating Income | 50% | 25% | 25% | 35% | | Diagnostics Segment Revenues | — | 25% | — | — | | Diagnostics Segment Adjusted Operating Income | — | 25% | — | — | | Biopharma Laboratory Services Segment Net Orders | — | — | 15% | 9% | | Biopharma Laboratory Services Segment Adjusted Operating Income | — | — | 35% | 21% | | Total | 100% | 100% | 100% | 100% |

  41. Annual Cash Incentive Pay (LBP)

    Setting and Evaluating LBP Performance Targets Company financial goals may be achieved at a threshold, target, or superior level. If actual performance for a Company financial goal falls between either the threshold and target levels or the target and superior levels, the payouts are interpolated accordingly based on payout levels shown below. Each goal is measured separately and if the threshold level of performance for a particular goal is not achieved, the payout for that goal is zero. The Business Performance Factor for each NEO is calculated based on the weighted average of each Company financial metric applicable to such NEO. If one or more of the financial performance metrics factoring into an NEO’s Business Performance Factor is not achieved, then the NEO’s Business Performance Factor—as well as the overall LBP payout amount—may fall below the threshold level payout amount.

  42. Annual Cash Incentive Pay (LBP)

    | Performance Level | Payout Level | | Threshold | 50% of Target | | Target | 100% of Target | | Superior | 200% of Target |

  43. Annual Cash Incentive Pay (LBP)

    The CHC Committee introduced the ESG Modifier in 2022 in response to shareholder feedback and evolving market trends. It was designed to incorporate overall Company performance on corporate responsibility matters. Performance is evaluated based on a holistic, qualitative review of the Company’s success relative to corporate responsibility and strategic performance objectives. The ESG Modifier has the potential to decrease, but not increase, the executive’s bonus based on achievement of the corporate responsibility and strategic performance objectives and can range from 90% to 100%. The ESG Modifier included the three following goals for 2025: • cultivating and advancing an inclusive environment and culture, where employees feel like they belong, and continuing to build a robust talent pipeline; • establishing and supporting initiatives to reduce greenhouse gas emissions and employee injuries; and • advancing our commitment to data privacy, security, and compliance and ethics. Effective in 2026, the ESG Modifier is being renamed the Strategic Objectives Modifier, which will continue to encompass corporate responsibility as well as enterprise-wide strategic initiatives. This Strategic Objectives Modifier will continue to be assessed at the enterprise level for all NEOs and has the potential to decrease, but not increase, the executive’s bonus based on achievement of the corporate responsibility and strategic performance objectives and can range from 90% to 100%. In addition, there is an Individual Performance Modifier that increases or decreases the executive’s bonus based on individual performance, which may address individual, strategic, and operational objectives, as well as soft skills such as leadership and collaboration. The Individual Performance Modifier may range from 0% to 150%, provided that the modifier may not increase the payout to more than 200% of target under the LBP, the overall plan cap on payouts. If one or more of the individual performance metrics are not achieved (resulting in 0%), then the corresponding LBP payout could result in an amount less than the threshold level amount. The threshold, target, and superior goals for the revenues, adjusted operating income, and BLS net orders measures were based on various outcomes considered by the CHC Committee, with the target amounts aligning to the Company’s and segment’s operating budget approved by the Board. Our 2025 goals took into consideration the Company’s and each segment’s internal outlook and expectations, and the outlook for 2025 provided to the public markets in early 2025. Results for 2025 LBP Company and Segment Financial Goals The 2025 goals and the result for the year for each goal are set forth in the following table.

  44. Annual Cash Incentive Pay (LBP)

    | Company Goals | Threshold | Target | Superior | 2025 Result | Achievement(7) | | Consolidated Revenues(1) | $12.59 billion | $13.99 billion | $15.38 billion | $13.85 billion | 99.0% | | Consolidated Adjusted Operating Income(2) | $1.60 billion | $2.00 billion | $2.20 billion | $1.97 billion | 98.6% | | Diagnostics Segment | Threshold | Target | Superior | 2025 Result | Achievement(7) | | Segment Revenues(3) | $9.80 billion | $10.89 billion | $11.97 billion | $10.82 billion | 99.4% | | Segment Adjusted Operating Income(4) | $1.42 billion | $1.77 billion | $1.95 billion | $1.76 billion | 99.8% | | Biopharma Laboratory Services Segment | Threshold | Target | Superior | 2025 Result | Achievement(7) | | Segment Net Orders(5) | $3.00 billion | $3.33 billion | $4.66 billion | $3.37 billion | 101.2% | | Segment Adjusted Operating Income(6) | $431.5 million | $479.4 million | $671.2 million | $473.7 million | 98.8% |

  45. Annual Cash Incentive Pay (LBP)

    (1) The consolidated revenues item represents the Company’s consolidated revenues as reported in the 2025 Annual Report, adjusted for foreign currency impact versus budgeted exchange rates. (2) Consolidated adjusted operating income represents the Company’s consolidated adjusted operating income (excluding amortization, restructuring charges, special items, and impairments) as reported in the Company’s 2025 earnings release on February 17, 2026, adjusted for foreign currency impact versus budgeted exchange rates. The Diagnostics Segment revenues item represents Labcorp Diagnostics revenues as reported in the Company’s 2025 earnings release on February 17, 2026, adjusted for foreign currency impact versus budgeted exchange rates and adjusted to remove 70% of the impact of acquisitions, which reduced revenue by $0.06 billion. Diagnostics Segment adjusted operating income represents Labcorp Diagnostics adjusted operating income as reported in the Company’s 2025 earnings release on February 17, 2026, adjusted for foreign currency impact versus budgeted exchange rates and adjusted to remove 70% of the impact of acquisitions, which increased adjusted operating income by $0.004 billion. (5) Segment net orders represents BLS reported net orders on a constant currency basis. (6) BLS adjusted operating income represents Biopharma Laboratory Services adjusted operating income as reported in the Company’s 2025 earnings release on February 17, 2026, adjusted for foreign currency impact versus budgeted exchange rates. There were no BLS acquisitions in 2025. (7) Percentage achieved as a percentage of the target goal. Note that goals shown in the table have been rounded for presentation purposes. The table below shows for our NEOs who received awards under the 2025 LBP, the bonus opportunity, the Business Performance Factor, the ESG Modifier, the Individual Performance Modifier, and the resulting LBP award. In 2025, given the Company’s continued solid financial performance and ability to meet the continued needs of patients, providers, and pharmaceutical clients, the Individual Performance Modifier was set at 100% for each NEO. In addition, after a review of the Company’s performance against the 2025 ESG goals, the CHC Committee approved an overall ESG Modifier of 100%.

  46. Annual Cash Incentive Pay (LBP)

    | Executive | Prorated Salary(1) | Bonus Target (%) of Salary | Target Opportunity | Business Performance Factor(2) | Business Performance Factor Payout % | ESG Modifier | Individual Performance Modifier | Bonus Payout | | ADAM H. SCHECHTER | $1,435,000 | 150% | $2,152,500 | Enterprise | 95.8% | 100.0% | 100.0% | $2,062,095 | | | \ | | | | | | | | | JULIA A. WANG | $737,740 | 100% | $737,740 | Enterprise | 95.8% | 100.0% | 100.0% | $706,755 | | MEGAN D. BAILEY | $568,663 | 100% | $568,663 | Enterprise and BLS | 96.3% | 100.0% | 100.0% | $547,622 | | BRIAN J. CAVENEY | $749,123 | 100% | $749,123 | Enterprise and BLS | 96.1% | 100.0% | 100.0% | $719,907 | | MARK S. SCHROEDER | $749,123 | 100% | $749,123 | Enterprise and Diagnostics | 97.1% | 100.0% | 100.0% | $727,399 |

  47. Annual Cash Incentive Pay (LBP)

    (1) Represents prorated salary for each executive. (2) Business Factor Performance for Ms. Bailey, Dr. Caveney and Mr. Schroeder used different weighted segment metrics. See metrics table above on page 57 for additional information.

  48. Long-Term Incentive Stock Awards

    Long-Term Incentive Stock Awards Peer Benchmarking and Overall Plan Design In 2025, the CHC Committee, together with FW Cook, evaluated the market practices of our comparative peer group and healthcare companies generally, the Company’s business strategy and level of acquisition activity, the relevance of return on investment capital to plan participants, and the governance processes in place supporting stewardship of capital and acquisition decisions. Following this comprehensive review, and based in part on the strong shareholder support for our compensation program, as reflected by our “say-on-pay” results and guidance from FW Cook, the CHC Committee decided to retain in 2025 the Company’s current LTI plan design and performance metrics, which effectively aligns pay and performance, is in line with prevailing market practice, the Company’s strategy, and key financial metrics, and includes metrics strongly correlated to TSR and well understood by plan participants. Overview of 2025 Long-Term Incentive Program Design LTI awards for 2025 continued to be comprised of a mix of performance shares, non-qualified stock options, and restricted stock units. Performance shares vest based on performance at the end of a three-year performance measurement period. Non-qualified stock options and restricted stock units generally vest in equal one-third increments on the first, second, and third anniversary of the grant date. Performance shares are intended to comprise 60% or more of the target value on the grant date, with the remainder split between restricted stock units and non-qualified stock options (based on the Black-Scholes option pricing model). In setting 2025 long-term compensation, the CHC Committee determined that a target mix of 60% performance shares, 20% non-qualified stock options, and 20% restricted stock units would achieve all of the following: • reward stock-price growth; • deliver performance-based, at-risk compensation through performance shares; • ensure longer-term business focus through the use of multi-year operational performance goals to determine the number of performance shares ultimately earned; • provide retention features through multi-year vesting of equity awards; • align interests of executive officers, including the NEOs, with interests of all shareholders; and • align with practices of the market and peer group. Performance Metrics for the 2025-2027 Performance Cycle For the 2025-2027 performance cycle, the CHC Committee determined that EPS, revenue, and relative TSR remained appropriate because they: (i) are critical to the long-term success of the Company; (ii) are transparent to shareholders and the NEOs; (iii) reinforce alignment between the NEOs and shareholders through the TSR modifier; and (iv) create an appropriate balance between profitability and top-line growth, which is important to shareholder value and discourages unnecessary risk taking. LTI Award Sizing and Market Positioning The CHC Committee annually evaluates the size of LTI award values to assess whether when combined with base salary and the target LBP payout, the total target pay opportunity generally aligns with the median of the peer group and/or other applicable market comparisons. In determining the target LTI award values for 2025, the CHC Committee considered whether total target pay opportunities for all of our NEOs would be within what the CHC Committee considered to be a competitive range of within 15% of the market median. In addition to the review of market comparisons, the CHC Committee retains the flexibility to adjust individual award levels, taking into account variations in the individual’s job experience and responsibility, including as reviewed and recommended to the CHC Committee by Mr. Schechter for executives other than himself. In setting Mr. Schechter’s 2025 compensation in February 2025, the CHC Committee approved a 4.6% increase to his LTI award value in recognition of his outstanding leadership of the Company and its strong performance under his tenure, as well as to position his pay more competitively relative to peers. Ongoing Review and Governance Each year, the CHC Committee assesses the appropriateness of the design and metrics used to determine the actual number of performance shares to be earned, if any, at the end of the next three-year period. As part of this assessment, the CHC Committee, together with FW Cook, conducts a comprehensive review that considers factors such as alignment with long-term business objectives and shareholder value creation, shareholder feedback, market practices of our peer group, and healthcare companies generally, our business strategy and level of acquisition activity, and the governance processes in place supporting stewardship of capital and acquisition decisions. 2025-2027 Performance Share Award Targets The table below presents an overview of the 2025-2027 performance share awards, which are based on cumulative three-year EPS, cumulative three-year revenue, and a modifier based on TSR relative to our peer group in effect at the time of the grant.

  49. Long-Term Incentive Stock Awards

    | Goal | Weighting | Threshold | Target | Superior | | EPS (three-year cumulative EPS) | 70% | $47.50 | $52.00 | $56.50 | | REVENUE (three-year cumulative revenue) | 30% | $41.85 billion | $43.98 billion | $46.10 billion | | RELATIVE TSR MODIFIER(1) | N/A | Bottom 25th Percentile -25% | Between the 26th and 75th Percentile No adjustment | Top 25th Percentile +25% |

  50. Long-Term Incentive Stock Awards

    (1) Refers to the percentile among our peer group based on TSR. Performance shares are earned based on EPS and revenue performance as set forth in the below table. The calculation payout is based on a weighted average of the EPS and revenue performance. If the three-year cumulative relative TSR falls below the 26th percentile of our comparative peer group, the calculated payout of the performance shares will be reduced by 25%. If the three-year cumulative relative TSR is above the 75th percentile, the calculated payout of the performance shares will be increased by 25%, subject to an overall cap at 200%.

  51. Long-Term Incentive Stock Awards

    | Performance Level | Proportion of Performance Shares Earned (Prior to application of the relative TSR Modifier) | | Below Threshold | 0% | | Threshold | 50% | | Target | 100% | | Superior | 200% |

  52. Long-Term Incentive Stock Awards

    Details related to the grant size for each NEO can be found in the Grants of Plan-Based Awards table on page 66. 2023-2025 Performance Shares Earned The Company granted performance shares in 2023 that would be earned only to the extent the stated performance goals over the three-year performance period ending December 31, 2025, were realized. The awards were based on cumulative three-year EPS and cumulative three-year revenue, with a modifier based on TSR relative to the peer group at the time of the grant. The awards provided that achievement at the threshold level would result in earning 50% of the related portion of the award, achievement at the target level would result in earning 100% of the related portion of the award, and achievement at the superior level would result in earning 200% of the related portion of the award. In light of the Spin-Off, the Labcorp performance targets were revised to remove CDCS business forecast incorporated in the original targets. The CDCS business was treated as discontinued operations for purposes of the award and excluded from measurement of performance against targets in all covered periods. As a result of the performance, and as described below, awards were earned at 200% of target and vested on March 26, 2026.

  53. Long-Term Incentive Stock Awards

    | Goal | Weighting | Threshold | Target | Superior | 2023-2025 Result | | EPS(1) (three-year cumulative EPS) | 70% | $39.45(1) | $42.65(1) | $45.93(1) | $44.57 | | REVENUE(1) (three-year cumulative revenue) | 30% | $36.0 billion(1) | $37.1 billion(1) | $38.3 billion(1) | $39.1billion | | RELATIVE TSR MODIFIER(2) | N/A | Bottom 25th Percentile -25% | Between the 26th and 75th Percentile No adjustment | Top 25th Percentile +25% | 79th Percentile |

  54. Long-Term Incentive Stock Awards

    The 2023-2025 performance share award goal amounts shown were adjusted to remove the three-year CDCS forecast, which had been included in the January 2023 five-year forecast used to set the original targets. The CDCS business was treated as discontinued operations for purposes of the award and excluded from the measurement of performance against the targets in all covered periods. (2) Refers to the percentile among our peer group based on TSR. The performance share awards provided that if the three-year cumulative relative TSR was below the 26th percentile of our peer group, the calculated payout of the performance share awards earned would be reduced by 25%; if the three-year cumulative relative TSR was above the 75th percentile, the calculated payout of the performance share awards earned would be increased by 25%; and if the three-year cumulative relative TSR was in range from the 26th to the 75th percentile, then no adjustment would be made. The chart below shows the total payout of the performance share awards earned by our NEOs who received grants in each three-year period from 2021 to 2025.

  55. Equity Grant Practices; Clawback Requirement

    Equity Grant Practices; Clawback Requirement Generally, the CHC Committee approves equity grants, including grants of non-qualified stock options, each February at its first regularly scheduled meeting of the year, with the date of such meeting generally determined in the prior year. This timing is intended to provide for a routine and regular grant practice. Following the approval of the Labcorp Holdings Inc. 2025 Omnibus Incentive Plan in May 2025, equity grants are now awarded under the Labcorp Holdings Inc. 2025 Omnibus Incentive Plan, and the grant date of an award is the date the CHC Committee approves the award. Equity grants, generally in the form of Restricted Stock Units or Performance Shares, are also granted from time to time by the CHC Committee at other points during the year in connection with new hires, promotions, employee retention, or other special circumstances. The CHC Committee does not consider material non-public information when considering awards or determining the timing and terms of such awards, and the Company does not time the disclosure of material non-public information to affect the value of executive compensation. Options are granted under a shareholder-approved plan and at an exercise price equal to the closing market price of the Common Stock on the grant date. Awards that have been made pursuant to the Labcorp Holdings Inc. 2025 Omnibus Incentive Plan are subject to any recoupment policy adopted by the Company to comply with the requirements of any applicable laws. In October 2023, the CHC Committee approved our amended and restated Incentive Compensation Recoupment Policy, which we originally adopted in December 2018 (the “Recoupment Policy”). The Recoupment Policy generally provides for clawback of cash and equity awards from covered executives upon the occurrence of certain events, including the filing of an accounting restatement, overpayment of an award based on an accounting error, and employee misconduct. In accordance with SEC and NYSE rules, the Recoupment Policy requires reasonably prompt recovery of excess incentive compensation from covered executives (which include our NEOs) if (i) the Audit Committee, the Board, or another committee of the Board, as applicable, concludes or reasonably should have concluded that the Company is required to effect an accounting restatement; or (ii) a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement. The Recoupment Policy expands the definition of accounting restatements to include accounting restatements caused by material non-compliance with any reporting requirement, as well as accounting restatements required to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Recoupment Policy also permits the Board to recover excess incentive compensation from all employees following the aforementioned accounting restatement triggers. In addition to what is required under the SEC and NYSE rules, the Recoupment Policy empowers the Company to recover any incentive compensation (including any cash or equity-based compensation) from current and former employees for certain acts of misconduct. Pursuant to our Recoupment Policy, the Company may recover incentive compensation from all current and former employees if they (i) are terminated for cause as defined in their employment agreement with the Company, or as defined under the Laboratory Corporation of America Holdings Amended and Restated Master Senior Executive Severance Plan (the “Severance Plan”) or the Labcorp Holdings Inc. 2025 Omnibus Incentive Plan; (ii) engage in certain misconduct, including a failure to supervise, resulting in material harm to the Company; (iii) materially violate, breach or participate in activities that conflict with any employment agreement, confidentiality obligation or other restrictive covenant; (iv) commit or aid and abet an act of fraud or dishonesty, or intentional misconduct during the course of their employment; or (v) materially breach a written policy applicable to employees of the Company. The Recoupment Policy also requires reasonably prompt recovery of excess incentive compensation from covered executives upon an overpayment of an award based on an accounting error. For employees other than covered executives, the Board retains discretion to seek recovery of excess incentive compensation resulting from such overpayments.

  56. Termination and Change-in-Control Payments

    Termination and Change-in-Control Payments The Severance Plan provides participants with financial protection in circumstances involving a qualifying termination. The Severance Plan was established to provide a competitive benefit necessary to attract and retain executives, and so that in the context of a change in control the executive would consider corporate actions that would benefit shareholders without regard to personal finances. We believe that the Severance Plan is appropriately structured and consistent with current market practice. For example, the Severance Plan provides for severance payments, a portion of which is based on the executive’s average actual annual incentive payouts over a three-year period prior to the termination of employment, rather than target, and does not have tax gross-up payments associated with change-in-control payments. For additional information on the termination and change-in-control benefits under the Severance Plan, see “Potential Payments Upon Termination or Change-in-Control” on page 72. The Labcorp Holdings Inc. 2025 Omnibus Incentive Plan provides that if awards are assumed or substituted in connection with a change in control, only a qualifying termination event will result in accelerated vesting (i.e., “double trigger”). The plan does not provide for any tax gross-ups. We believe these provisions are consistent with current compensation trends. Mr. Schechter does not participate in the Severance Plan. For a discussion of Mr. Schechter’s severance arrangements, which are governed by the provisions of his employment agreement, see the section “Mr. Schechter’s Severance Arrangements” on page 76.

  57. COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Non-Qualified Stock Options(3) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | ADAM H. SCHECHTER | 2025 | $1,435,000 | — | $2,754,582 | $11,400,463 | $2,062,095 | — | $687,773 | $18,339,913 | | President and Chief | 2024 | $1,416,077 | — | $3,015,965 | $12,162,271 | $2,113,816 | — | $619,225 | $19,327,354 | | Executive Officer | 2023 | $1,373,692 | — | $2,250,072 | $9,071,320 | $2,346,018 | — | $938,253 | $15,979,355 | | JULIA A. WANG | 2025 | $737,500 | $200,000 | $649,116 | $2,681,239 | $706,755 | — | $40,259 | $5,014,869 | | Executive Vice President and | 2024 | $55,769 | — | $638,067 | $2,668,417 | — | — | $133 | $3,362,386 | | Chief Financial Officer | | | | | | | | | | | MEGAN D. BAILEY | 2025 | $568,500 | — | $307,914 | $1,257,480 | $547,622 | — | $34,751 | $2,716,267 | | Executive Vice President and | | | | | | | | | | | President, Central Laboratories and International | | | | | | | | | | | BRIAN J. CAVENEY | 2025 | $748,461 | — | $557,574 | $2,304,466 | $719,907 | — | $25,515 | $4,355,923 | | Executive Vice President and | 2024 | $660,769 | — | $451,666 | $1,825,122 | $604,039 | — | $26,161 | $3,567,757 | | President, Early | 2023 | $617,635 | — | $432,955 | $1,745,352 | $609,719 | — | $70,782 | $3,476,443 | | Development Research | | | | | | | | | | | Laboratories and Chief | | | | | | | | | | | Medical and Scientific Officer | | | | | | | | | | | MARK S. SCHROEDER | 2025 | $748,461 | — | $607,506 | $2,514,961 | $727,399 | $11,187 | $177,643 | $4,787,157 | | Former Executive Vice President | 2024 | $660,769 | — | $502,661 | $2,027,426 | $678,718 | $280 | $116,453 | $3,986,307 | | and President, Diagnostics | 2023 | $617,635 | — | $461,625 | $1,892,720 | $718,807 | $13,815 | $90,506 | $3,795,108 | | and Chief Operations Officer | | | | | | | | | |

  58. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below outlines the restricted stock units, performance shares, non-qualified stock options, and annual cash incentive awards pursuant to the LBP that were made to the NEOs during 2025.

  59. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Option Awards Number of Securities Underlying | Exercise or Base Price of Option | All Other Stock Awards Number of Shares of Stock or | Grant Date Fair Value | | Name | Award Type | Grant Date | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | Options (#)(3) | Awards ($/SH) | Units (#)(4) | of Stock Awards(5) | | ADAM H. SCHECHTER | Restricted Stock Units | 2/11/2025 | | | | | | | | | 10,970 | $2,689,186 | | | Performance Shares | 2/11/2025 | | | | 16,455 | 32,910 | 65,820 | | | | $8,711,277 | | | Stock Options | 2/11/2025 | | | | | | | 33,100 | $245.14 | | $2,754,582 | | | LBP | 3/31/2025 | $1,076,250 | $2,152,000 | $4,305,000 | | | | | | | | | JULIA A. WANG | Restricted Stock Units | 2/11/2025 | | | | | | | | | 2,580 | $632,461 | | | Performance Shares | 2/11/2025 | | | | 3,870 | 7,740 | 15,480 | | | | $2,048,778 | | | Stock Options | 2/11/2025 | | | | | | | 7,800 | $245.14 | | $649,116 | | | LBP | 3/31/2025 | $368,870 | $737,740 | $1,475,480 | | | | | | | | | MEGAN D. BAILEY | Restricted Stock Units | 2/11/2025 | | | | | | | | | 1,210 | $296,619 | | | Performance Shares | 2/11/2025 | | | | 1,815 | 3,630 | 7,260 | | | | $960,861 | | | Stock Options | 2/11/2025 | | | | | | | 3,700 | $245.14 | | $307,914 | | | LBP | 3/31/2025 | $284,332 | $568,663 | $1,137,326 | | | | | | | | | BRIAN J. CAVENEY | Restricted Stock Units | 2/11/2025 | | | | | | | | | 2,220 | $544,211 | | | Performance Shares | 2/11/2025 | | | | 3,325 | 6,650 | 13,300 | | | | $1,760,255 | | | Stock Options | 2/11/2025 | | | | | | | 6,700 | $245.14 | | $557,574 | | | LBP | 3/31/2025 | $374,562 | $749,123 | $1,498,246 | | | | | | | | | MARK S. SCHROEDER | Restricted Stock Units | 2/11/2025 | | | | | | | | | 2,420 | $593,239 | | | Performance Shares | 2/11/2025 | | | | 3,630 | 7,260 | 14,520 | | | | $1,921,722 | | | Stock Options | 2/11/2025 | | | | | | | 7,300 | $245.14 | | $607,506 | | | LBP | 3/31/2025 | $374,562 | $749,123 | $1,498,246 | | | | | | | |

  60. Grants of Plan-Based Awards

    (1) Amounts represent the range of possible payouts denominated in dollars pursuant to the LBP, as established by the CHC Committee in February 2025. Pursuant to the LBP, base salary amounts used to calculate target bonus amounts are prorated to reflect base salary increases effective June 2025 for Ms. Wang and Ms. Bailey and January 2025 for Dr. Caveney and Mr. Schroeder. Actual amounts paid out pursuant to the LBP plan are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. For a discussion of the performance criteria applicable to these awards, see “Compensation Discussion and Analysis – Annual Cash Incentive Pay (LBP)” above. (2) Amounts represent the range of estimated potential shares to be earned under performance share awards. The performance share awards vest at the end of three years provided that certain performance metrics are met. For a discussion of the performance criteria applicable to these awards, see “Compensation Discussion and Analysis – Long-Term Incentive Awards” above. (3) Amounts represent non-qualified stock option awards that vest ratably over three years, beginning on the first anniversary of the grant date, based on continued service. Amounts represent restricted stock unit awards that vest ratably over three years, beginning on the first anniversary of the grant date, based on continued service. Amounts represent the full grant date fair value of restricted stock unit, non-qualified stock option, and performance share awards as computed in accordance with accounting standards for stock-based compensation, but excluding the effect of estimated forfeitures. The amounts shown in this column will likely vary from the amount actually realized by any NEO based on a number of factors, including the number of shares that ultimately vest, the satisfaction or failure to meet any performance criteria, the timing of any exercise or sale of shares, and the price of Common Stock. The value for non-qualified stock options is calculated using the Black-Scholes option pricing model. The value of the performance share awards granted in 2025 as of the grant date if they are achieved at the maximum payout, is as follows: Mr. Schechter—$17,422,554; Ms. Wang—$4,097,556; Ms. Bailey—$1,921,722; Dr. Caveney—$3,520,510; and Mr. Schroeder—$3,843,444.

  61. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows, as of December 31, 2025, the number of outstanding non-qualified stock options, restricted stock units, and performance shares held by the NEOs.

  62. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) | Equity Incentive Plan Awards: Number Unearned Shares, Units or Other Rights That Have Not Vested (#)(4,5,6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) | | ADAM H. SCHECHTER | 11/1/2019 | 27,661 | — | $149.31 | 10/31/2029 | | | | | | | 11/1/2019 | 72,612 | — | $171.70 | 10/31/2029 | | | | | | | 2/4/2020 | 50,862 | — | $163.63 | 2/3/2030 | | | | | | | 2/2/2021 | 32,346 | — | $209.25 | 2/1/2031 | | | | | | | 2/11/2022 | 31,342 | — | $247.68 | 2/10/2032 | | | | | | | 2/7/2023 | 20,372 | 10,189 | $221.67 | 2/6/2033 | | | | | | | 2/6/2024 | 13,800 | 27,600 | $222.28 | 2/5/2034 | | | | | | | 2/11/2025 | - | 33,100 | $245.14 | 2/10/2035 | | | | | | | 2/7/2023 | | | | | 3,249 | $815,109 | | | | | 2/6/2024 | | | | | 8,920 | $2,237,850 | | | | | 2/11/2025 | | | | | 10,970 | $2,752,154 | | | | | 2/7/2023 | | | | | | | 58,470 | $14,668,954 | | | 2/6/2024 | | | | | | | 80,260 | $20,135,629 | | | 2/11/2025 | | | | | | | 65,820 | $16,512,922 | | JULIA A. WANG | 12/2/2024 | 2,700 | 5,400 | $240.63 | 12/1/2034 | | | | | | | 2/11/2025 | — | 7,800 | $245.14 | 2/10/2035 | | | | | | | 12/2/2024 | | | | | 1,787 | $448,323 | | | | | 2/11/2025 | | | | | 2,580 | $647,270 | | | | | 12/2/2024 | | | | | | | 16,100 | $4,039,168 | | | 2/11/2025 | | | | | | | 15,480 | $3,883,622 | | MEGAN D. BAILEY | 5/5/2023 | 446 | 223 | $200.70 | 5/4/2033 | | | | | | | 2/6/2024 | 566 | 1,134 | $222.28 | 2/5/2034 | | | | | | | 2/11/2025 | — | 3,700 | $245.14 | 2/10/2035 | | | | | | | 2/7/2023 | | | | | 222 | $55,695 | | | | | 5/5/2023 | | | | | 67 | $16,809 | | | | | 2/6/2024 | | | | | 360 | $90,317 | | | | | 11/1/2024 | | | | | 740 | $185,651 | | | | | 2/11/2025 | | | | | 1210 | $303,565 | | | | | 5/5/2023 | | | | | | | 1,184 | $297,042 | | | 2/6/2024 | | | | | | | 3,220 | $807,834 | | | 2/11/2025 | | | | | | | 7,260 | $1,821,389 | | BRIAN J. CAVENEY | 2/12/2018 | 3,011 | — | $151.06 | 2/11/2028 | | | | | | | 2/12/2019 | 3,903 | — | $131.43 | 2/11/2029 | | | | | | | 2/4/2020 | 8,142 | — | $163.63 | 2/3/2030 | | | | | | | 2/2/2021 | 5,130 | — | $209.25 | 2/1/2031 | | | | | | | 2/11/2022 | 5,019 | — | $247.68 | 2/10/2032 | | | | | | | 2/7/2023 | 3,271 | 1,636 | $221.67 | 2/6/2033 | | | | | | | 5/5/2023 | 742 | 373 | $200.70 | 5/4/2033 | | | | | | | 2/6/2024 | 2,066 | 4,134 | $222.28 | 2/5/2034 | | | | | | | 2/11/2025 | — | 6,700 | $245.14 | 2/10/2035 | | | | | | | 2/7/2023 | | | | | 517 | $129,705 | | | | | 5/5/2023 | | | | | 111 | $27,848 | | | | | 2/6/2024 | | | | | 1,340 | $336,179 | | | | | 2/11/2025 | | | | | 2,220 | $556,954 | | | | | 2/7/2023 | | | | | | | 9,304 | $2,334,188 | | | 5/5/2023 | | | | | | | 1,986 | $498,248 | | | 2/6/2024 | | | | | | | 12,040 | $3,020,595 | | | 2/11/2025 | | | | | | | 13,300 | $3,336,704 |

  63. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) | Equity Incentive Plan Awards: Number Unearned Shares, Units or Other Rights That Have Not Vested (#)(4,5,6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) | | MARK S. SCHROEDER | 2/12/2018 | 3,011 | — | $151.06 | 2/11/2028 | | | | | | | 2/4/2020 | 8,142 | — | $163.63 | 2/3/2030 | | | | | | | 2/2/2021 | 5,130 | — | $209.25 | 2/1/2031 | | | | | | | 2/11/2022 | 5,019 | — | $247.68 | 2/10/2032 | | | | | | | 2/7/2023 | 3,271 | 1,636 | $221.67 | 2/6/2033 | | | | | | | 5/5/2023 | 1,039 | 522 | $200.70 | 5/4/2033 | | | | | | | 2/6/2024 | 2,300 | 4,600 | $222.28 | 2/5/2034 | | | | | | | 2/11/2025 | — | 7,300 | $245.14 | 2/10/2035 | | | | | | | 2/7/2023 | | | | | 517 | $129,705 | | | | | 5/5/2023 | | | | | 164 | $41,144 | | | | | 2/6/2024 | | | | | 1,487 | $373,059 | | | | | 2/11/2025 | | | | | 2,420 | $607,130 | | | | | 2/7/2023 | | | | | | | 9,304 | $2,334,188 | | | 5/5/2023 | | | | | | | 2,968 | $744,612 | | | 2/6/2024 | | | | | | | 13,380 | $3,356,774 | | | 2/11/2025 | | | | | | | 14,520 | $3,642,778 |

  64. Outstanding Equity Awards at Fiscal Year-End

    Non-qualified stock option awards vest ratably over three years, beginning on the first anniversary of the grant date, except for Dr. Caveney and Mr. Schroeder’s May 5, 2023, grants, which vest ratably over three years, beginning with the first vesting on February 7, 2024. Ms. Wang’s December 2, 2024, grant vests ratably over three years beginning with the first vesting on February 6, 2025. (2) Restricted stock units vest ratably over three years, beginning on the first anniversary of the grant date, except for Dr. Caveney and Mr. Schroeder’s May 5, 2023, grants, which vest ratably over three years, beginning with the first vesting on February 7, 2024. Ms. Wang’s December 2, 2024, grant vests ratably over three years beginning with the first vesting on February 6, 2025. (3) Aggregate market value is calculated based on the Common Stock price on December 31, 2025, which was $250.88 per share, multiplied by the number of shares or units, respectively, for each unvested performance share or stock award. (4) Represents the number of shares subject to the February 7, 2023, performance awards that vested on March 26, 2026, following the performance period ending December 31, 2025. (5) Based on performance to date, represents the number of shares subject to the February 6, 2024, performance share awards, or in the case of Ms. Wang, the December 2, 2024, performance share award, for the performance period ending December 31, 2026, assuming achievement at superior. Information on the threshold, target, and superior awards is provided in the “Grants of Plan-Based Awards” table in the Company’s 2025 Proxy Statement. Based on performance to date, represents the number of shares subject to the February 11, 2025, performance share awards, assuming achievement at superior. Information on the threshold, target, and superior awards is provided in the “Grants of Plan-Based Awards” table above.

  65. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows, for 2025, the number and value of non-qualified stock options exercised and the number and value of vested restricted stock units and performance shares for each of the NEOs.

  66. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise(1) | Value Realized on Exercise(2) | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting | | ADAM H. SCHECHTER(3) | — | — | 41,142 | $9,690,401 | | JULIA A. WANG(4) | — | — | 893 | $221,232 | | MEGAN D. BAILEY(5) | — | — | 5,128 | $1,209,029 | | BRIAN J. CAVENEY(6) | — | — | 6,612 | $1,558,124 | | MARK S. SCHROEDER(6) | 3,903 | $459,773 | 6,737 | $1,589,015 |

  67. Option Exercises and Stock Vested

    (1) Certain of the numbers in this column reflect the equity award adjustments made in connection with the Spin-Off for those stock and option awards granted as part of the 2022-2024 and 2023-2025 performance share cycles that vested after the date of the Spin-Off. For additional information about the effect of the Spin-Off on equity awards, see “Compensation Discussion and Analysis — Summary of Spin-Off Equity Award Adjustments” in the Company's 2024 Proxy Statement. (2) The value realized on exercise was based on the price at which these shares were sold, which occurred simultaneously with the exercise. Consequently, the value realized was the sale price minus the strike price, multiplied by the number of shares exercised and sold. (3) Represents one-third of the restricted stock units granted on February 11, 2022, that vested on February 11, 2025, at $245.14 per share, the closing price on that date; one-third of the restricted stock units granted on February 7, 2023, that vested on February 7, 2025, at $246.27 per share, the closing price on that date; one-third of the restricted stock units granted on February 6, 2024, that vested on February 6, 2025, at $247.74 per share, the closing price on that date; and 114.2% of the performance shares granted on February 11, 2022, that vested on March 27, 2025, at $231.67 per share, the closing price on that date. (4) Represents one-third of the restricted stock units granted on December 2, 2024, that vested on February 6, 2025, at $247.74 per share, the closing price on that date; (5) Represents one-third of the restricted stock units granted on April 1, 2022, that vested on April 1, 2025, at $232.65 per share, the closing price on that date; all of the restricted stock units granted on April 1, 2022, that vested on April 1, 2025, at $232.65 per share, the closing price on that date; one-third of the restricted stock units granted on February 7, 2023, that vested on February 7, 2025, at $246.47 per share, the closing price on that date; one-third of the restricted stock units granted on May 5, 2023, that vested on February 7, 2025, at $246.27 per share, the closing price on that date; one-third of the restricted stock units granted on February 6, 2024, that vested on February 6, 2025, at $247.74 per share, the closing price on that date; and one-third of the restricted stock units granted on November 1, 2024, that vested on November 1, 2025, at $257.84, the closing price on November 3, 2025. (6) Represents one-third of the restricted stock units granted on February 11, 2022, that vested on February 11, 2025, at $245.14 per share, the closing price on that date; one-third of the restricted stock units granted on February 7, 2023, that vested on February 7, 2025, at $246.27 per share, the closing price on that date; one-third of the restricted stock units granted on May 5, 2023, that vested on February 7, 2025, at $246.27 per share, the closing price on that date; one-third of the restricted stock units granted on February 6, 2024, that vested on February 6, 2025, at $47.74 per share, the closing price on that date; and 114.2% of the performance shares granted on February 11, 2022, that vested on March 27, 2025. at $231.67 per share, the closing price on that date.

  68. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables that follow provide information related to compensation payable to each NEO, assuming termination of such executive’s employment on December 31, 2025, or assuming a change in control with a corresponding qualifying termination occurred on December 31, 2025. Amounts also assume the price of Common Stock was $250.88, the closing price on December 31, 2025.

  69. Potential Payments Upon Termination or Change in Control

    | Adam H. Schechter | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not for Cause or Good Reason Termination | For Cause Termination | Change-in- Control(1) | Disability(2) | Death | | Severance (Related to Base Compensation) | — | — | — | $2,870,000 | — | $4,305,000 | — | — | | Severance (Related to Annual Incentive Cash Payments) | — | — | — | $4,055,556 | — | $6,083,334 | — | — | | Stock Options | $755,630 | $755,630 | $755,630 | $755,630 | — | $1,276,974 | $1,276,974 | $1,276,974 | | Restricted Stock Units | $2,915,059 | $2,915,059 | $2,915,059 | $2,915,059 | — | $5,915,674 | $5,915,674 | $5,915,674 | | Performance Shares | $28,872,587 | $28,872,587 | $28,872,587 | $28,872,587 | — | $26,232,916 | $26,232,916 | $26,232,916 | | Health & Welfare Benefits | — | — | — | $- | — | — | $1,440,000 | $1,500,000 | | TOTAL | $32,543,276 | $32,543,276 | $32,543,276 | $39,468,832 | — | $43,813,898 | $34,865,564 | $34,925,564 |

  70. Potential Payments Upon Termination or Change in Control

    | Julia A. Wang | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not for Cause or Good Reason Termination | For Cause Termination | Change-in- Control | Disability(2) | Death | | Severance (Related to Base Compensation) | — | — | — | $1,500,000 | — | $1,500,000 | — | — | | Severance (Related to Annual Incentive Cash Payments) | — | — | — | $1,431,755 | — | $1,431,755 | — | — | | Stock Options | — | — | — | $42,599 | — | $100,122 | $100,122 | $100,122 | | Restricted Stock Units | — | — | — | $444,841 | — | $1,108,170 | $1,108,170 | $1,108,170 | | Performance Shares | — | — | — | $2,882,418 | — | $4,006,870 | $4,006,870 | $4,006,870 | | Health & Welfare Benefits | — | — | — | $25,500 | — | $25,500 | $3,000,000 | $1,500,000 | | TOTAL | — | — | — | $6,327,113 | — | $8,172,417 | $8,215,162 | $6,715,162 |

  71. Potential Payments Upon Termination or Change in Control

    | Megan D. Bailey | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not for Cause or Good Reason Termination | For Cause Termination | Change-in- Control | Disability(2) | Death | | Severance (Related to Base Compensation) | — | — | — | $1,120,000 | — | $1,120,000 | — | — | | Severance (Related to Annual Incentive Cash Payments) | — | — | — | $633,637 | — | $633,637 | — | — | | Stock Options | — | — | — | $34,483 | — | $64,859 | $64,859 | $64,859 | | Restricted Stock Units | — | — | — | $317,535 | — | $662,672 | $662,672 | $662,672 | | Performance Shares | — | — | — | $1,142,645 | — | $1,487,504 | $1,487,504 | $1,487,504 | | Health & Welfare Benefits | — | — | — | $25,500 | — | $25,500 | $5,700,000 | $1,154,000 | | TOTAL | — | — | — | $3,273,800 | — | $3,994,172 | $7,915,035 | $3,369,035 |

  72. Potential Payments Upon Termination or Change in Control

    | Brian J. Caveney | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not for Cause or Good Reason Termination | For Cause Termination | Change-in- Control | Disability(2) | Death | | Severance (Related to Base Compensation) | — | — | — | $1,500,000 | — | $1,500,000 | — | — | | Severance (Related to Annual Incentive Cash Payments) | — | — | — | $1,314,279 | — | $1,314,279 | — | — | | Stock Options | — | — | — | $138,438 | — | $223,194 | $223,194 | $223,194 | | Restricted Stock Units | — | — | — | $522,546 | — | $1,070,060 | $1,070,060 | $1,070,060 | | Performance Shares | — | — | — | $5,009,823 | — | $4,695,984 | $4,695,984 | $4,695,984 | | Health & Welfare Benefits | — | — | — | $25,500 | — | $25,500 | $3,900,000 | $1,500,000 | | TOTAL | — | — | — | $8,510,586 | — | $8,829,017 | $9,889,238 | $7,489,238 |

  73. Potential Payments Upon Termination or Change in Control

    | Mark S. Schroeder | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not for Cause or Good Reason Termination | For Cause Termination | Change-in- Control | Disability(2) | Death | | Severance (Related to Base Compensation) | — | — | — | $1,500,000 | — | $1,500,000 | — | — | | Severance (Related to Annual Incentive Cash Payments) | — | — | — | $1,268,171 | — | $1,268,171 | — | — | | Stock Options | $247,443 | $247,443 | $247,443 | $247,443 | — | $247,443 | $247,443 | $247,443 | | Restricted Stock Units | $1,172,249 | $1,172,249 | $1,172,249 | $1,172,249 | — | $1,172,249 | $1,172,249 | $1,172,249 | | Performance Shares | $8,275,056 | $8,275,056 | $8,275,056 | $8,275,056 | — | $8,275,056 | $8,275,056 | $8,275,056 | | Health & Welfare Benefits | — | — | — | $25,500 | — | $25,500 | $600,000 | $1,500,000 | | TOTAL | $9,694,748 | $9,694,748 | $9,694,748 | $12,488,419 | — | $12,488,419 | $10,294,748 | $11,194,748 |

  74. Potential Payments Upon Termination or Change in Control

    (1) The amounts payable to Mr. Schechter in the event of a change-in-control may be subject to reduction, including for the excise tax imposed on “excess parachute payments” under Sections 280G and 4999 of the Internal Revenue Code, as amended. (2) Reflects the expected total of the executive’s disability income benefits as of December 31, 2025, payable over time determined by assuming full disability at December 31, 2025, and continuing until the NEOs’ normal retirement age in effect under the Social Security Act as of the effective date of the Disability Plan.